Acquisitions and Divestitures

6 Months Ended

Jan. 28, 2017

Business Combinations [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

The Company completed three acquisitions during the six months ended January 28, 2017. A summary of the allocation of the total purchase consideration is presented as follows (in millions):

	Purchase Consideration		Purchased Intangible Assets		Goodwill
CloudLock	$	249	$	36	$	213
Others (two in total)	9		5		4
Total	$	258	$	41	$	217

On August 1, 2016, the Company completed its acquisition of privately held CloudLock Inc. ("CloudLock"), a provider of cloud security that specializes in cloud access security broker technology that provides enterprises with visibility and analytics around user behavior and sensitive data in cloud services. Revenue from the CloudLock acquisition has been included in the Company's Security product category.

The total purchase consideration related to the Company’s acquisitions completed during the six months ended January 28, 2017 consisted of cash consideration and vested share-based awards assumed. The total cash and cash equivalents acquired from these acquisitions was approximately $1 million. Total transaction costs related to the Company’s acquisition activities were $3 million and $14 million for the six months ended January 28, 2017 and January 23, 2016, respectively. These transaction costs were expensed as incurred in general and administrative expenses ("G&A") in the Consolidated Statements of Operations.

The Company’s purchase price allocation for acquisitions completed during recent periods is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but at that time was unknown to the Company may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred.

The goodwill generated from the Company’s acquisitions completed during the six months ended January 28, 2017 is primarily related to expected synergies. The goodwill is generally not deductible for income tax purposes.

The Consolidated Financial Statements include the operating results of each acquisition from the date of acquisition. Pro forma results of operations for the acquisitions completed during the six months ended January 28, 2017 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.

Pending Acquisition of AppDynamics On January 24, 2017, the Company announced its intent to acquire privately held AppDynamics, Inc. ("AppDynamics"), an application intelligence software company. AppDynamics's cloud application and business monitoring platform is designed to enable companies to improve application and business performance. Under the terms of the agreement, the Company will pay approximately $3.7 billion in cash and assumed equity awards to acquire AppDynamics. With the AppDynamics acquisition, the Company seeks to provide end-to-end visibility and intelligence from the customers' network through to the application. The acquisition is expected to close in the third quarter of fiscal 2017.